REG - Time Out Group plc - Result of GM and Completion of Capital Raising

Time OutAnnouncement

Tue 14:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260106:nRSF8675Na&default-theme=true

RNS Number : 8675N  Time Out Group plc  06 January 2026

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.

6 January 2026

Time Out Group plc

("Time Out" or the "Company")

Result of General Meeting

and

Completion of Conditional Placing, Retail Offer and Debt for Equity Conversion

 

Time Out Group plc (AIM: TMO), the global media and hospitality business, is
pleased to announce that at its General Meeting, held on 6 January 2026, all
Resolutions put to Shareholders were duly passed.

Further to this, the Company is pleased to confirm that the Conditional
Placing, the Retail Offer and the Debt for Equity Conversion (as detailed
further in the Company's announcements released on 18 December 2025) will
proceed to completion. Application has been made for 129,511,131 New Ordinary
Shares to be admitted to trading on AIM and it is expected that Second
Admission will become effective and trading will commence in these New
Ordinary Shares at 8.00 a.m. on 7 January 2026.

Total Voting Rights

Following Second Admission, the Company's enlarged issued ordinary share
capital will be 522,645,248. With effect from Second Admission, this figure
may be used by Shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company under the Disclosure Guidance and
Transparency Rules of the FCA.

Capitalised terms used but not defined in this Announcement shall have the
meaning given to them in the announcement titled "Launch of Firm Placing,
Conditional Placing and Retail Offer" released by the Company on 18 December
2025, save where context otherwise dictates.

 For further information, please contact:

 Time Out Group plc                                                                                                                                  Tel: +44 (0)207 813 3000
 Chris Ohlund,
 CEO

 Matt Pritchard, CFO
 Steven Tredget, Investor Relations Director

 Panmure Liberum (Nominated Adviser and Broker)                                                                                                      Tel: +44 (0)203 100 2222
 Andrew Godber / Edward Thomas

 FTI Consulting LLP                                                                                                                                  Tel: +44 (0)203 727 1000
 Edward Bridges / Ben Fletcher

 

Notes to editors

About Time Out Group

Time Out Group is a global brand that inspires and enables people to
experience the best of the city. Time Out launched in London in 1968 to help
people discover the best of the city - today it is the only global brand
dedicated to city life. Expert journalists curate and create content about the
best things to Do, See and Eat across over 350 cities in over 50 countries and
across a unique multi-platform model spanning both digital and physical
channels. Time Out Market is the world's first editorially curated food and
cultural market, bringing a city's best chefs, restaurateurs and unique
cultural experiences together under one roof. The portfolio includes open
Markets in 13 cities such as Lisbon, New York and Dubai, several new locations
with expected opening dates in 2026 and beyond, in addition to a pipeline of
further locations in advanced discussions. Time Out Group PLC, listed on AIM,
is headquartered in London (UK).

 

Important Notices

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
forward-looking statements. You should not place undue reliance on
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by the FCA, the London Stock Exchange or applicable
law, the Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
in this Announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based.

This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.

This Announcement is not an offer of securities for sale in or into the United
States. The New Ordinary Shares have not been and will not be registered under
the US Securities Act 1933, as amended (the "US Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, delivered or transferred, directly
or indirectly, in or into the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. The Company does not intend
to register any portion of the Capital Raising in the United States or to
conduct a public offering of securities in the United States.  The New
Ordinary Shares are being offered and sold pursuant to the Transactions only
outside the United States in "offshore transactions" as defined in and
pursuant to Regulation S under the US Securities Act.

This Announcement does not contain an offer or constitute any part of an offer
to the public within the meaning of Sections 85 and 102B of the FSMA or
otherwise. This Announcement is not an "approved prospectus" within the
meaning of Section 85(7) of the FSMA and a copy of it has not been, and will
not be, delivered to the FCA in accordance with the Prospectus Rules or
delivered to any other authority which could be a competent authority for the
purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended
(the "UK Prospectus Regulation"). Its contents have not been examined or
approved by the London Stock Exchange, nor has it been approved by an
"authorised person" for the purposes of Section 21 of the FSMA. This
Announcement is being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of the FSMA does not apply.

This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii) are qualified
investors as defined in article 2(e) of the UK Prospectus Regulation and (c)
otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "Relevant Persons"). Any
investment in connection with the Capital Raising will only be available to,
and will only be engaged with, Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this Announcement or any of its
contents.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Panmure Liberum (apart from the responsibilities or liabilities
that may be imposed by the FSMA or other regulatory regime established
thereunder) or by any of its affiliates or agents as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.

Panmure Liberum, which is authorised and regulated in the United Kingdom by
the FCA, is acting as nominated adviser and sole bookrunner for the Company
and for no-one else in connection with the Capital Raising, and Panmure
Liberum will not be responsible to anyone other than the Company for providing
the protections afforded to its customers or for providing advice to any other
person in relation to the Capital Raising or any other matter referred to
herein.

The distribution of this Announcement and the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or Panmure Liberum that would permit an offering of such
shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required to inform themselves about, and to observe,
such restrictions.

The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Capital Raising. The New Ordinary
Shares to which this Announcement relates may be illiquid and/or subject to
restrictions on their resale. Prospective purchasers of the New Ordinary
Shares should conduct their own due diligence, analysis and evaluation of the
business and date described in this Announcement, including the New Ordinary
Shares. The pricing and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of this
Announcement are not to be construed as financial, legal, business or tax
advice. If you do not understand the contents of this Announcement you should
consult an authorised financial adviser, legal adviser, business adviser or
tax adviser for financial, legal, business or tax advice.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the applicable
laws of other jurisdictions.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROMFLFISLTIRIIR



            Copyright 2019 Regulatory News Service, all rights reserved